Extract from article 16 of the Articles of Incorporation:
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The age limit for appointment as Chief Executive Officer is seventy years. […]
The Chief Executive Officer is vested with the broadest powers to act on behalf of the Company in all circumstances. He/She shall exercise his/her powers within the scope of the Company’s corporate purpose and subject to the powers expressly conferred by law to the General Shareholders' Meeting and the Board of Directors. He/She represents the Company in its relations with third parties. The Chief Executive Officer may grant, with or without the option of substitution, any delegations to any corporate officers that he/she designates, subject to the limitations pursuant to the law.
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When the Chairman of the Board of Directors assumes responsibility for the executive management of the Company, the provisions of the Articles of Incorporation and the law shall apply with respect to the Chief Executive Officer. He/She shall assume the title of Chairman and Chief Executive Officer and may remain in office until the Ordinary General Shareholders’ Meeting convened to approve the financial statements for the previous year and held in the year in which the Chief Executive Officer reaches the age of seventy.
Limitation of the powers of the Chairman and Chief Executive Officer
In accordance with the Board’s decisions made at its meetings of May 29 and July 17, 2024 and its internal rules, the Chairman and Chief Executive Officer must obtain the prior authorization of the Board of Directors to carry out the following transactions:
- any investment and divestment operation envisaged by the Groupe, in particular the acquisition and disposal of assets (including the acquisition and disposal of all or part of equity interests), the subscription to any securities issues, the conclusion of partnerships or the pooling of resources with a unit value in excess of euro 300 million (including earnout);
- any real estate acquisition or disposal transaction contemplated by the Company;
- any financing operation envisaged by the Groupe, regardless of the terms and conditions, involving a unit amount in excess of 5% of the Company’s shareholders’ equity;
- all mergers, demergers and asset contributions envisaged by the Groupe for net asset contribution values individually exceeding 5% of the Company's shareholders’ equity, excluding any internal restructuring;
- all transactions and compromises relating to litigation contemplated by the Groupe involving unit amounts in excess of 5% of the Company’s shareholders’ equity;
- any significant transaction planned by the Groupe that falls outside the scope of the strategy announced by the Company or is likely to have a material impact on it.
In addition, the Chairman and Chief Executive Officer must obtain annual authorization from the Board of Directors, up to the limit set by the Board, to issue sureties, endorsements or guarantees given on behalf of the Company.
3.1.1.3 Vice-Chair of the Board of Directors
Since May 29, 2024, the Vice-Chair of the Board of Directors has been Mrs. Élisabeth Badinter, a long-standing and significant shareholder of Publicis Groupe SA. In the absence of the Chairman of the Board of Directors, the Vice-Chair convenes the Board and chairs its discussions.
Mrs. Élisabeth Badinter contributes to ensuring balanced governance within the Groupe. Through her long experience and her essential contribution to all the work of the Board, Mrs. Élisabeth Badinter always ensures that the Groupe’s fundamental values are respected in the interest of its leading stakeholders, including the employees and shareholders.
In 2024 in particular, the Vice-Chair convened and chaired the discussions of the Board of Directors of May 29, 2024, prior to the appointment of the Chairman and Chief Executive Officer (for more information on the profile of Mrs. Élisabeth Badinter, see Section 3.1.2.3).
3.1.1.4 Lead Director
Presentation of the Lead Director
The Board of Directors decided to create the status of Lead Director, a key function in the context of balanced governance.
In this context, the Board of Directors of May 29, 2024, on the recommendation of the Nominating Committee, appointed Mr. André Kudelski as Lead Director. His personality and experience will enable him to effectively carry out this role. This appointment is subject to maintaining the status of Independent Director for the duration of his term of office, it being specified that the Nominating Committee may reassess his situation as necessary. The Lead Director does not take part in the deliberations or votes of the Board and its Committees that concern him.
Mr. André Kudelski, previously a member of the Supervisory Board, was appointed by the General Shareholders’ Meeting of May 29, 2024 as a Director for a term of four years. As of December 31, 2024, he is a member of the Audit and Financial Risks Committee, the Nominating Committee and the Compensation Committee (for more information on the profile of Mr. André Kudelski, see Section 3.1.2.3).